Miva Signs Search Distrubution Agreement with Google
posted by MR WAVETHEORY at 1/04/2007 09:57:00 AMAccording to an 8-K filed with the SEC, Miva, Inc. (Nasdaq MIVA) has dropped Yahoo Search (Nasdaq YHOO) and signed up with Google (Nasdaq GOOG). Miva will begin using Google's WebSearch and AdSense services on its websites within 30 days. The agreement lasts 2 years.
Miva had been a partner of Overture (which was acquired by Yahoo!) since 2001. When Miva signed on with Overture, Overture was still called Go To. The Go To Search agreement terminates on January 27, 2007.
The reason for the termination may be several fold:
Google offers better monetization. The word in the industry is that Yahoo is still at 50% of the monetization rate for keywords which means Yahoo earns about $.50 per click for every $1.00 that Google generates.
Yahoo has been competing with Miva and Miva has been hurt badly by Yahoo. A couple of years ago, Yahoo depended on a company called ESpotting to provide it with paid listings and CPC advertising on its European web properties. ESpotting was a leader in European paid search and provided paid search listings to many European portals. Miva acquired eSpotting, which depended on Yahoo for most of its business. However after Miva acquired ESpotting, Yahoo started ramping up in Europe and took the paid listings in house. ESpotting lost quite a bit of business because Yahoo accounted for so much of its revenues. It's unclear to me whether Miva knew about Yahoo!'s decision to compete with ESpotting when it acquired the company. However, I am pretty sure that ESpotting knew. In short, there is some bad blood between Miva and Yahoo and Miva needs the revenue boost.
Miva took a big bath 2 quarters ago, but insiders still appear to be selling stock at prices as low as $2.29. There has been one major purchase on December 15, 2006 by Lowell Robinson for 1.435 million shares. Lowell joined Miva on December 18, 2006 as CFO - formerly he was CFO of HotJobs. A part of his compensation depends on getting the stock up according to the Miva SEC filing:
Miva is up +14% since he joined. The new agreement should give Miva a much needed boost. As they say in Casablance, "I this is the beginning of a beautiful friendship."
INSIDER TRANSACTIONS REPORTED - LAST TWO YEARS
Miva Search Agreement with Google: Miva 8-K
Entry into a Material Definitive Agreement, Termination of a Material Definitive Agree
On December 28, 2006, MIVA, Inc. ("MIVA") and Google, Inc. entered into a Google Services Agreement (the "Google Agreement") pursuant to which MIVA, and its subsidiaries, have agreed to exclusively utilize Google's WebSearch and AdSense Services for approved websites and applications. Initial approved websites and applications are expected to be from MIVA's subsidiary MIVA Direct, Inc. and are expected to be implemented within 30 days of the date of the Agreement. Pursuant to the terms of the Google Agreement, MIVA and its subsidiaries will generate revenues when consumers click through listings to Google advertisers' websites. The Agreement has a term of two years and contains broad termination rights.
Miva had been a partner of Overture (which was acquired by Yahoo!) since 2001. When Miva signed on with Overture, Overture was still called Go To. The Go To Search agreement terminates on January 27, 2007.
On December 28, 2006, MIVA Direct, Inc., gave notice of termination of the Go To Search Services Order, dated April 26, 2001, and all amendments thereto, to Overture Services, Inc., dba Yahoo! Search Marketing and Overture Search Services (Ireland) Limited. Pursuant to this agreement, MIVA Direct had utilized advertisement listings provided by Yahoo! The termination is expected to be effective January 27, 2007.
The reason for the termination may be several fold:
Google offers better monetization. The word in the industry is that Yahoo is still at 50% of the monetization rate for keywords which means Yahoo earns about $.50 per click for every $1.00 that Google generates.
Yahoo has been competing with Miva and Miva has been hurt badly by Yahoo. A couple of years ago, Yahoo depended on a company called ESpotting to provide it with paid listings and CPC advertising on its European web properties. ESpotting was a leader in European paid search and provided paid search listings to many European portals. Miva acquired eSpotting, which depended on Yahoo for most of its business. However after Miva acquired ESpotting, Yahoo started ramping up in Europe and took the paid listings in house. ESpotting lost quite a bit of business because Yahoo accounted for so much of its revenues. It's unclear to me whether Miva knew about Yahoo!'s decision to compete with ESpotting when it acquired the company. However, I am pretty sure that ESpotting knew. In short, there is some bad blood between Miva and Yahoo and Miva needs the revenue boost.
Miva took a big bath 2 quarters ago, but insiders still appear to be selling stock at prices as low as $2.29. There has been one major purchase on December 15, 2006 by Lowell Robinson for 1.435 million shares. Lowell joined Miva on December 18, 2006 as CFO - formerly he was CFO of HotJobs. A part of his compensation depends on getting the stock up according to the Miva SEC filing:
Mr. Robinson was also granted an aggregate of 175,000 restricted stock units, (i) 140,000 of which are service-based and vest in 25% increments on each of the first four anniversaries of the date of the RSU agreement, and (ii) 35,000 of which are performance-based and vest in 25% increments on the day immediately following the tenth consecutive trading day on which the per share closing price of the Company's stock equals or exceeds $6, $8, $10 and $12, respectively, provided in each case that Mr. Robinson has been continuously employed by the Company from the award date until the vesting date.
Miva is up +14% since he joined. The new agreement should give Miva a much needed boost. As they say in Casablance, "I this is the beginning of a beautiful friendship."
INSIDER TRANSACTIONS REPORTED - LAST TWO YEARS
| Date | Insider | Shares | Type | Transaction | Value* |
| 15-Dec-06 | ROBINSON LOWELL W Officer | 1,435,000 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 1-Dec-06 | WEBER LARRY Director | 309 | Direct | Disposition (Non Open Market) at $3.42 per share. | $1,056 |
| 1-Dec-06 | HEPP GERALD W Director | 309 | Direct | Disposition (Non Open Market) at $3.42 per share. | $1,056 |
| 1-Dec-06 | ROTHSTEIN CHARLES Director | 309 | Direct | Disposition (Non Open Market) at $3.42 per share. | $1,056 |
| 1-Dec-06 | SIMONSON LEE Director | 309 | Direct | Disposition (Non Open Market) at $3.42 per share. | $1,056 |
| 1-Dec-06 | DURRETT JOSEPH P Director | 523 | Direct | Disposition (Non Open Market) at $3.42 per share. | $1,788 |
| 1-Nov-06 | WEBER LARRY Director | 309 | Direct | Disposition (Non Open Market) at $3.19 per share. | $985 |
| 1-Nov-06 | HEPP GERALD W Director | 309 | Direct | Disposition (Non Open Market) at $3.19 per share. | $985 |
| 1-Nov-06 | ROTHSTEIN CHARLES Director | 309 | Direct | Disposition (Non Open Market) at $3.19 per share. | $985 |
| 1-Nov-06 | SIMONSON LEE Director | 309 | Direct | Disposition (Non Open Market) at $3.19 per share. | $985 |
| 1-Nov-06 | DURRETT JOSEPH P Director | 523 | Direct | Disposition (Non Open Market) at $3.19 per share. | $1,668 |
| 19-Oct-06 | PISARIS JOHN B Officer | 9,686 | Direct | Disposition (Non Open Market) at $3.14 per share. | $30,414 |
| 19-Oct-06 | GARCIA ANTHONY A Officer | 14,051 | Direct | Disposition (Non Open Market) at $3.14 per share. | $44,120 |
| 1-Oct-06 | WEBER LARRY Director | 656 | Direct | Disposition (Non Open Market) at $3.30 per share. | $2,164 |
| 1-Oct-06 | HEPP GERALD W Director | 656 | Direct | Disposition (Non Open Market) at $3.30 per share. | $2,164 |
| 1-Oct-06 | ROTHSTEIN CHARLES Director | 309 | Direct | Disposition (Non Open Market) at $3.30 per share. | $1,019 |
| 1-Oct-06 | SIMONSON LEE Director | 309 | Direct | Disposition (Non Open Market) at $3.30 per share. | $1,019 |
| 1-Oct-06 | DURRETT JOSEPH P Director | 523 | Direct | Disposition (Non Open Market) at $3.30 per share. | $1,725 |
| 1-Sep-06 | DURRETT JOSEPH P Director | 523 | Direct | Disposition (Non Open Market) at $2.59 - $2.59 per share. | $1,3542 |
| 1-Sep-06 | SIMONSON LEE Director | 309 | Direct | Disposition (Non Open Market) at $2.59 - $2.59 per share. | $8002 |
| 1-Sep-06 | ROTHSTEIN CHARLES Director | 309 | Direct | Disposition (Non Open Market) at $2.59 - $2.59 per share. | $8002 |
| 1-Sep-06 | HEPP GERALD W Director | 309 | Direct | Disposition (Non Open Market) at $2.59 - $2.59 per share. | $8002 |
| 1-Sep-06 | WEBER LARRY Director | 309 | Direct | Disposition (Non Open Market) at $2.59 - $2.59 per share. | $8002 |
| 16-Aug-06 | DURRETT JOSEPH P Director | 7,474 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 16-Aug-06 | GOLDBERG ADELE Director | 7,474 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 16-Aug-06 | OPZOOMER MARK W Director | 7,474 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Aug-06 | HEPP GERALD W Director | 1,000 | Direct | Purchase at $2.27 per share. | $2,270 |
| 14-Aug-06 | CORRAO PETER A Officer | 10,000 | Direct | Purchase at $2.28 - $2.29 per share. | $23,0002 |
| 11-Aug-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.29 - $2.32 per share. | $12,0002 |
| 10-Aug-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.23 - $2.6 per share. | $12,0002 |
| 4-Aug-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.84 - $2.96 per share. | $15,0002 |
| 3-Aug-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.91 - $2.98 per share. | $15,0002 |
| 1-Aug-06 | SIMONSON LEE Director | 309 | Direct | Disposition (Non Open Market) at $3.05 per share. | $942 |
| 1-Aug-06 | GUEST FREDERICK E II Director | 309 | Direct | Disposition (Non Open Market) at $3.05 per share. | $942 |
| 1-Aug-06 | ROTHSTEIN CHARLES Director | 309 | Direct | Disposition (Non Open Market) at $3.05 per share. | $942 |
| 1-Aug-06 | HEPP GERALD W Director | 309 | Direct | Disposition (Non Open Market) at $3.05 per share. | $942 |
| 1-Aug-06 | WEBER LARRY Director | 309 | Direct | Disposition (Non Open Market) at $3.05 per share. | $942 |
| 28-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.90 - $2.96 per share. | $15,0002 |
| 27-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.90 - $2.95 per share. | $15,0002 |
| 21-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.70 - $2.9 per share. | $14,0002 |
| 20-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.75 - $2.84 per share. | $14,0002 |
| 14-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.82 - $2.89 per share. | $14,0002 |
| 13-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $2.85 - $3 per share. | $15,0002 |
| 7-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.29 - $3.59 per share. | $17,0002 |
| 6-Jul-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $4.18 - $4.29 per share. | $21,0002 |
| 1-Jul-06 | SIMONSON LEE Director | 309 | Direct | Disposition (Non Open Market) at $4.05 per share. | $1,251 |
| 1-Jul-06 | GUEST FREDERICK E II Director | 309 | Direct | Disposition (Non Open Market) at $4.05 per share. | $1,251 |
| 1-Jul-06 | ROTHSTEIN CHARLES Director | 309 | Direct | Disposition (Non Open Market) at $4.05 per share. | $1,251 |
| 1-Jul-06 | HEPP GERALD W Director | 656 | Direct | Disposition (Non Open Market) at $4.05 per share. | $2,656 |
| 1-Jul-06 | WEBER LARRY Director | 656 | Direct | Disposition (Non Open Market) at $4.05 per share. | $2,656 |
| 30-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.94 - $4.04 per share. | $20,0002 |
| 29-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.90 - $4 per share. | $20,0002 |
| 23-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.91 - $3.93 per share. | $20,0002 |
| 22-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.93 - $3.97 per share. | $20,0002 |
| 16-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.89 - $3.96 per share. | $20,0002 |
| 15-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.77 - $3.88 per share. | $19,0002 |
| 14-Jun-06 | SIMONSON LEE Director | 10,582 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Jun-06 | SIMONSON LEE Director | 1,543 | Direct | Disposition (Non Open Market) at $3.78 per share. | $5,832 |
| 14-Jun-06 | GUEST FREDERICK E II Director | 10,582 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Jun-06 | GUEST FREDERICK E II Director | 1,543 | Direct | Disposition (Non Open Market) at $3.78 per share. | $5,832 |
| 14-Jun-06 | ROTHSTEIN CHARLES Director | 10,582 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Jun-06 | ROTHSTEIN CHARLES Director | 1,543 | Direct | Disposition (Non Open Market) at $3.78 per share. | $5,832 |
| 14-Jun-06 | HEPP GERALD W Director | 13,558 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Jun-06 | HEPP GERALD W Director | 1,543 | Direct | Disposition (Non Open Market) at $3.78 per share. | $5,832 |
| 14-Jun-06 | WEBER LARRY Director | 13,558 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Jun-06 | WEBER LARRY Director | 1,543 | Direct | Disposition (Non Open Market) at $3.78 per share. | $5,832 |
| 14-Jun-06 | WEBER LARRY Director | 13,558 | Direct | Acquisition (Non Open Market) at $0 per share. | N/A |
| 14-Jun-06 | WEBER LARRY Director | 1,543 | Direct | Disposition (Non Open Market) at $3.78 per share. | $5,832 |
| 9-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.87 - $3.97 per share. | $20,0002 |
| 8-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Automatic Sale at $3.81 - $3.87 per share. | $19,0002 |
| 2-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Sale at $4.11 per share. | $20,550 |
| 1-Jun-06 | THUNE PHILLIP R Director | 5,000 | Direct | Sale at $4.09 per share. | $20,450 |
| 17-May-06 | SEIPPEL WILLIAM Officer | 6,200 | Direct | Purchase at $4 per share. | $24,800 |
| 15-May-06 | HEPP GERALD W Director | 1,000 | Direct | Purchase at $3.76 per share. | $3,760 |
| 15-May-06 | CORRAO PETER A Officer | 25,000 | Direct | Purchase at $3.76 - $3.98 per share. | $97,0002 |
| 9-May-06 | THUNE PHILLIP R Director | 101,053 | Direct | Disposition (Non Open Market) at $4.37 per share. | $441,601 |
| 9-May-06 | THUNE PHILLIP R Director | 360,000 | Direct | Option Exercise at $1 - $1.91 per share. | N/A |
| 4-May-06 | PISARIS HENDERSON CRAIG A Director | 73,518 | Direct | Disposition (Non Open Market) at $4.23 per share. | $310,981 |
| 4-May-06 | THUNE PHILLIP R Director | 57,050 | Direct | Disposition (Non Open Market) at $4.23 per share. | $241,321 |
| 15-Mar-06 | GUEST FREDERICK E II Director | 4,113 | Direct | Disposition (Non Open Market) at $3.72 per share. | $15,300 |
| 15-Mar-06 | GUEST FREDERICK E II Director | 20,081 | Indirect | Disposition (Non Open Market) at $3.72 per share. | $74,701 |
| 15-Mar-06 | GUEST FREDERICK E II Director | 15,000 | Direct | Option Exercise at $1 per share. | $15,000 |
| 15-Mar-06 | GUEST FREDERICK E II Director | 75,000 | Indirect | Option Exercise at $1 per share. | $75,000 |
Miva Search Agreement with Google: Miva 8-K






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